Contract

Question 1

applicable law

Answer 1

either:

common law

or

Article 2

Question 2

Article 2 applies

Answer 2

to sale of goods

Question 3

goods

Answer 3

all things movable at the time they are identified to the contract

Question 4

Contract formation requires

Answer 4

assent, consideration no valid defenses

Question 5

offer

Answer 5

promise, undertaking, or commitment to enter into a contract

Question 6

revokation of offer

Answer 6

entitled to revoke at will any time before acceptance even if said would keep it open UNLESS

option contract: an independent contract where the offeree gives consideration for a promise by the offeror not to revoke an outstanding offer

Art 2 Merchants firm offer - merchant, signed writing, writing gives assurances that it will be held open- not revokable for time stated (no more than 3 months)

Question 7

merchant

Answer 7

one who regularly deals in goods of the kind sold or otherwise holds himself out as having knowledge or skill peculiar to practices or goods

Question 8

Art 2- holding offer open with a form supplied by offeree

Answer 8

term must be separately signed by the offer to be enforced as a firm offer

Question 9

prohibition of revoking b/c determintal reliance

Answer 9

offeror reasonably expect that offeree would rely to determineent on offer AND offeree does so rely

Question 10

services

Answer 10

common law applies

Question 11

contract duty

Answer 11

each party must render perofrmance is impliedly conditions on the other party rendering his performance

Question 12

minor breach equals

Answer 12

substantial performance

Question 13

material breach equal

Answer 13

perofrmance not substnatial

Question 14

whether breach is material ct looks at:

Answer 14

1. amount of benefit received
2. adequacy of damages
3. extent of performance
4. hardship to the breaching party and
5. whether breach was negligent or willful

Question 15

if time is of the essence will any delay be material breach?

Answer 15

YES

Question 16

divisible contract effect

Answer 16

party who has performed entitled to collect contract price for those parts even if has breached other parts

Question 17

divisible contract elements

Answer 17

i. perofrmance of each party must be divided into two or more parts under contract
ii. number of parts due from each party must be the same and
iii. performance of each part by one party is agreed on as equivalent of corresponding part from other party

Question 18

restitution

Answer 18

quasi-contract and allowed value of services perofrmed minus any damages incurred as result of the breach

Question 19

reasonable delay

Answer 19

typically considered minor breach

Question 20

damages for breach

Answer 20

the normal measure of damages for breach is expectation damages

aimed to give nonbreaching party benefit of the bargain. Must be foreseeable and proved to a reasonable certainty

Question 21

consideration

Answer 21

bargained for exchange with legal value

past consideration is insufficient

Question 22

material benefit rule (minority)

Answer 22

enforce a promise if:
i. based on material benefit and
ii promise did not intend to confer benefit as a gift

Question 23

promissory estoppel

Answer 23

when necessary to avoid injustice ct will enforce promise without consideration if

I. promisor should have expected promise to change position in reliance on promise

ii. promisee did change his position and
iii. change in position was to promises detriment

Question 24

when will a contract be taken out of statute of fraud

Answer 24

performance of land sale contracts, goods, or service contracts

equitable and promissory estoppel
judicial admission

Question 25

performance of land sale that takes contract out of statute of fraud

Answer 25

need 2 of 3

payment in whole or in part

possession

valuable improvements

Question 26

sale of goods that takes contract out of statute of fraud

Answer 26

part performance when 1 goods specially manufactures or goods eitherp adi for or accepted

Question 27

equiatable and promissory estoppel

Answer 27

when inequitable to allow statute to defeat a meritorious claim

Question 28

parol evidence

Answer 28

when express in writing with intent that it is final expression = integration

any expressions made prior or contemporaneous with are inadmissible t ovary terms

Question 29

integration

Answer 29

1. whether writing was intended as the final expression of the agreement AND
2. whether integration was intended to be complete or partial

Question 30

partial integration

Answer 30

writing may not be contradicted but may be supplemented by proving consistent additional terms

Question 31

merger clause

Answer 31

agreement complete agreement between the parties

Question 32

ROL

Answer 32

merchant- ROL passes ot buyer on physcial possession

not a merchant- buyer upon tender of delivery

Question 33

performance at common law

Answer 33

requires substnatial performance

Question 34

performance under article 2

Answer 34

perfect tender

Question 35

demand assurance

Answer 35

when party has reasonable ground for insecurity with respect to the other party performance

demand must be in writing and they have to give adequate assurances within a reasonable time

Question 36

repudiation remedies

Answer 36

i. treat repudiation as a total breach and sue immediately
ii. suspend own performance and wait to sue
iii. treat as an offer to rescind and treat contract as discharged
iv. ignore and urge performance

Question 37

withdraw of repudiation

Answer 37

repudiating party may at any time before his performance is due withdraw repurdiation UNLESS

I. other party has cancelled contract

ii. materially changed position in reliance on repudiation OR
iii. otherwise indicated that considered repudiation final

Question 38

assignment

Answer 38

party to contract must manifest intent to transfer his rights under the contract to an assignee

can be oral or in writing

Question 39

which contractual rights can be assigned

Answer 39

most UNLESS

i. contract forbids assignment
ii. assignment forbidden by law OR
iii. assignment would substantially change the obligors duty or risk

Question 40

indidential third party beneficiary

Answer 40

have no contract rights

Question 41

delegation of dutys

Answer 41

occures when party to a contract manifests a present intention to transfer duties under the contract to another party

party delegated is not liable along with original party because no release and no innovation